Despatch notice pursuant to Rule 45 of the Takeovers Code

UNDER THE TAKEOVERS CODE
BY SPARK NEW ZEALAND TRADING
LIMITED (A WHOLLY OWNED
SUBSIDIARY OF SPARK
NEW ZEALAND LIMITED)
TO PURCHASE ALL OF THE ORDINARY
SHARES IN TEAMTALK LIMITED FOR
$0.80 PER SHARE
FULL
TAKEOVER
OFFER
IMPORTANT
If you are in doubt as to any aspect
of this Offer, you should consult your
financial or legal adviser.
If you have sold all your shares in
TeamTalk Limited to which this Offer
applies, you should immediately
hand this Offer Document and the
accompanying acceptance form to the
purchaser or the agent (e.g., the broker)
through whom the sale was made, to be
passed to the purchaser.
TeamTalk's target company statement,
together with an independent adviser's
report on the merits of this Offer, either
accompanies this Offer or will be sent
to you within 14 days and should be
read in conjunction with this Offer.
Dated 9 March 2017

Mark Verbiest
Chairman
9 March 2017
Dear TeamTalk Shareholder,
I am pleased to confirm Spark’s Offer to acquire 100% of your TeamTalk shares at an Offer
price of NZ$0.80 per share.
1
I strongly believe that Spark’s Offer:
>>
Is in the best interests of TeamTalk shareholders, many of whom have seen the value
of their investment in TeamTalk erode significantly over recent years;
>>
Is more than fair, offering a very attractive and exceptionally high premium;
>>
Provides greater certainty to TeamTalk shareholders than possible alternatives; and
>>
Is unlikely to be matched by any competing bidders or a turnaround in TeamTalk’s
performance as a standalone publicly listed company.
Spark’s Offer provides certainty and a fair outcome for TeamTalk shareholders
Over the past 9 months, Spark has made repeated and genuine good-faith efforts to
engage with the TeamTalk Board. We have sought access to due diligence information,
giving the Board the opportunity to provide information that demonstrates the value of
the business. To date, Spark has been provided only limited information, which has not
materially changed our view on the value of the business.
Despite what Spark considers to be a lack of meaningful engagement by TeamTalk’s Board,
we are confirming our Offer at the price of NZ$0.80 per share. This Offer allows you as a
TeamTalk shareholder to achieve a price for your shares that is 78% higher than the last
closing price before Spark issued its Notice of Intention.
This 78% premium is one of the highest premiums over the pre-offer market price for any
Code takeover on the NZX in at least the last decade. Furthermore, Spark has determined
after further investigation to remove the condition related to Overseas Investment Office
consent from Spark's Offer.
Spark’s Offer therefore provides significantly greater and more immediate certainty than
the alternatives advocated by the TeamTalk Board, such as holding your shares in the belief
that performance will significantly improve, or a series of possible sales based on a break-up
of TeamTalk assets. If a break-up happened, there is no certainty that a higher price would
be achieved.
The TeamTalk business faces strong headwinds, impacting its financial performance
While TeamTalk has a proud history as a challenger within the New Zealand
telecommunications market, the market continues to change significantly and rapidly.
In particular:
>>
The development of a government subsidised fibre network (UFB) has created pressure
for the owners of competing fibre (including CityLink);
>>
At the same time, CityLink needs to invest significant sums to underground portions
of its Wellington fibre due to the retirement of the trolley-bus network;
>>
For retailers such as Farmside, a common input price (for copper and fibre) has led
to an intensely competitive broadband market;
>>
The extension of rural communication networks (delivered over high-speed copper and
mobile networks) has reduced the market for niche satellite services of the type offered
by Farmside; and
>>
The increasing coverage and performance of mobile networks has challenged the role
of mobile radio networks, a core element of TeamTalk’s business.
1. The entity making the offer is Spark New Zealand Trading Limited (‘Spark’), a wholly owned subsidiary of Spark New Zealand Limited.
The offer is made for 100% of the fully paid ordinary shares in TeamTalk Limited (‘TeamTalk’).
Chairman's letter
Page 1 | TEAMTALK FULL TAKEOVER OFFER

For TeamTalk, these challenges have resulted in a
series of earnings downgrades, as margins have come
under increasing pressure. This was again highlighted in
TeamTalk’s first half result for FY17, released on 1 March
2017. Compared with the first half result for FY16:
>>
EBITDA declined 5.4%, reflecting revenue decline
and cost increases;
>>
While TeamTalk highlighted growth in profit and
earnings per share, these improvements were not
driven by improved operating performance –
underlying net profit before tax was down materially;
2

>>
Farmside’s revenue declined 7.9%, and its EBITDA
declined 91.7%;
>>
Capital expenditure more than doubled from $2.6m
to $5.5m, with the majority of this capital expenditure
occurring in the poorly performing Farmside division.
The Board has also indicated the need to fund significant
capital requirements across TeamTalk in the coming years.
Despite having recently agreed terms for a new banking
facility, TeamTalk remains close to its banking limits (with
total borrowings of $33.9m
3
and a facility limit of $35.0m
4
),
and must meet an agreed debt repayment schedule.
TeamTalk has indicated that it will consider a resumption
of dividends in 2018, however its ability to do so appears
to us to be limited given its 1H17 financial result, current
debt levels, large reduction in debt targeted by June 2018,
and future capital expenditure requirements per TeamTalk’s
own guidance.
5
We do not believe TeamTalk can deliver a better
outcome for its shareholders than Spark’s Offer
Combined, and in the absence of new information, these
factors must create significant uncertainty for TeamTalk
shareholders. We believe that without Spark’s Offer
to acquire the business, you could reasonably expect
TeamTalk’s share price to fall significantly. We do not
believe that TeamTalk will be able to deliver the required
turnaround in performance to generate a better outcome
for shareholders than Spark’s Offer.
Chairman's letter
2. Reported profit and earnings per share includes realised and non-realised gains/
(losses) on the fair value of TeamTalk’s finance derivatives. These movements are
driven by changes in interest rates and not operating performance. Removal of
these in both periods (a $451k gain in 1H17 and a loss of $75k in 1H16)
meant Net Profit Before Tax was down 16.6% between 1H17 and 1H16.
3. As at 31 December 2016.
4. As announced by TTK at 3.01pm on 28 February 2017.
5. TeamTalk’s 1H17 result presentation stated a 33% target reduction in debt for the
June 2016 to June 2018 period, and provided guidance that capital expenditure
for FY17 to FY20 would be 12-14% of revenue to enable transformation of the
mobile radio and fibre networks.
The TeamTalk Board has suggested there is significant
value in the business above Spark’s Offer price, based on
its new strategic business plan. At the time of preparing this
document for you, we have yet to see any evidence of the
new business plan, or receive a copy of it from the TeamTalk
Board. TeamTalk’s business plan could take many years to
deliver value for your shares equivalent to Spark’s Offer,
with no certainty that it ever will. We also note that no
other proposals for a partial or full sale of TeamTalk have
been put to shareholders since Spark issued its Notice
of Intention, and there is no certainty that any alternative
offers to Spark’s will eventuate.
We hope that you will choose to accept our Offer
by 22nd April 2017
We hope that you will choose to accept our Offer, and we
encourage you to read the Offer documentation carefully
before you do so. Unless it is extended in accordance
with the Takeovers Code, our Offer closes at 11:59pm
on 22nd April 2017. We encourage you to accept as
soon as possible.
Please note that the Offer is subject to a number of
conditions, including a minimum acceptance condition
and other conditions outlined in Section 4 of this Offer
Document. Spark has reserved the right to waive any
condition to the extent permitted by law, including the
90% minimum acceptance condition.
This document details the next steps and the actions we
would like you to take. If you have any questions, or would
like to discuss our Offer in more detail, please contact your
financial advisor or Link Market Services. You can register
for updates at SparkOffer@linkmarketservices.co.nz.
Yours sincerely,
Mark Verbiest
Chairman
Spark New Zealand Limited
Page 2 | TEAMTALK FULL TAKEOVER OFFER

CONTENTS
Summary of Offer4
Why you should accept this Offer6
How to accept the Offer10
Terms and conditions of the Offer12
1. The Offer12
2. Consideration12
3. How to accept the Offer12
4. Conditions of the Offer13
5. Change of circumstances16
6. Notices16
7. Method of settlement17
8. Miscellaneous17
Appendix 1: Information required by
Schedule 1 to the Takeovers Code
19
Page 3 | TEAMTALK FULL TAKEOVER OFFER

Summary of Offer
On 7 February 2017 (“Notice Date”), Spark New Zealand Trading Limited (“Spark”),
a wholly owned subsidiary of Spark New Zealand Limited, announced that it intended
to make a full offer under the Takeovers Code for all of the fully paid ordinary shares
(“TeamTalk Shares”) in TeamTalk Limited (“TeamTalk”). As at the date of the Offer
Document, Spark does not own any TeamTalk Shares.
The key terms of the Offer are:
OFFER PRICE
$0.80 in cash for each TeamTalk Share.
FULL OFFER
The Offer is for 100% of the TeamTalk Shares.
HOW TO ACCEPT
If you wish to ACCEPT the Offer, please refer to the section
“How to accept the Offer” on pages 10 to 11 of this Offer
Document and the Acceptance Form enclosed with this
Offer Document.
CONDITIONS
The Offer is conditional on the Conditions set out in
clauses 4.1, 4.2 and 4.3 of the Terms and Conditions
of the Offer on pages 12 to 18 of this Offer Document.
These conditions include:
>>
the receipt by Spark of acceptances which will result in
Spark becoming the holder or controller of 90% or more
of the voting rights in TeamTalk. Spark is able to waive
this condition, and, if it does, the Offer will be conditional
on the receipt by Spark of acceptances which will result
in Spark becoming the holder or controller of more than
50% of the voting rights in TeamTalk; and
>>
a clearance being given, or authorisation being granted,
under the Commerce Act 1986 for Spark to complete
the acquisition of the TeamTalk Shares in accordance
with the Offer.
These conditions can be waived in whole or in part
by Spark at its absolute discretion in accordance with
clause 4.5 of this Offer Document.
OFFER PERIOD
The Offer is dated 9 March 2017 ("Offer Date") and remains
open for acceptance until 11.59 pm on 22 April 2017
("Closing Time") (unless extended in accordance with
the Takeovers Code).
Page 4 | TEAMTALK FULL TAKEOVER OFFER

PAYMENT DATE
If you accept the Offer you will be paid the consideration
for your TeamTalk Shares in New Zealand dollars no later
than seven days after the later of the date on which your
acceptance is received by Spark, the date on which the
Offer is declared unconditional or 22 April 2017.
NO BROKERAGE COSTS
You will not pay any brokerage costs if you accept the Offer.
IMPORTANT
CONTACTS
If you have any questions about the Offer or you require
further copies of this Offer Document and enclosures
(including the Acceptance Form and the reply paid
envelopes) you should contact the share registrar
for the Offer, Link Market Services Limited.
Telephone: (09) 375 5998
Facsimile: (09) 375 5990
Email: SparkOffer@linkmarketservices.co.nz
Alternatively, you should contact your financial or
legal adviser.
THIS IS ONLY A SUMMARY OF THE OFFER.
THE DETAILED TERMS AND CONDITIONS OF THE OFFER
ARE SET OUT ON PAGES 12 TO 18 OF THIS OFFER DOCUMENT.
YOU SHOULD READ THOSE TERMS AND CONDITIONS CAREFULLY.
Page 5 | TEAMTALK FULL TAKEOVER OFFER

Why you should
accept this Offer
SPARK’S OFFER IS AT A SIGNIFICANT PREMIUM
TO THE RECENT TEAMTALK SHARE PRICE ON A
VARIETY OF MEASURES.
>>
The Offer price of NZ$0.80 per share in cash represents a:
78%
Premium to the
closing price of
TeamTalk shares
on 3/2/2017
71%
Premium to the
one-month VWAP
6

of TeamTalk shares
82%
Premium to the
three-month VWAP
7

of TeamTalk shares
1.
$0
$0.10
$0.20
$0.30
$0.40
$0.50
$0.60
$0.70
$0.80
$0.90
$1.00
$0.800
$0.450
Offer
price
Closing price
3/2/2017
SHARE PRICE
one-month
VWAP
three-month
VWAP
$0.439
$0.467
78%71%82%
Offer price premium to recent TeamTalk share price
This section sets out Spark’s views on the merits of the Offer.
It is not the Independent Expert’s Report on the merits of the Offer.
6. VWAP means the volume weighted
average price at which TeamTalk
Shares have traded on the NZX Main
Board for the relevant period. VWAP
is calculated as the total dollar value
of shares traded, divided by the total
volume (or number) of shares traded
during the period referred to. VWAPs
have been calculated up to and
including market close as of Friday,
3
rd
 of February 2017.
7. See footnote (6) above.
Page 6 | TEAMTALK FULL TAKEOVER OFFER

TEAMTALK SHARES HAVE SIGNIFICANTLY
UNDERPERFORMED RELATIVE TO THE
NEW ZEALAND MARKET OVER THE LAST
THREE YEARS. TEAMTALK’S SHARE PRICE
HAS BEEN IMPACTED BY OPERATIONAL ISSUES
AND MULTIPLE EARNINGS DOWNGRADES.
>>
Over the last three years, TeamTalk shares have delivered significantly lower total
returns for investors than the NZX50 gross return index on a Total Shareholder
Return (TSR) basis.
8

>>
On this measure, TeamTalk shares have returned negative 72.2% over the past
three years, compared to positive 46.3% returned by the NZX50 gross return
index during the same time period.
>>
TeamTalk’s share price has also been impacted by a number of profit downgrades
and other negative announcements over the last three years. Over the last three
years TeamTalk’s share price has declined 78.0%.
>>
In July and August 2016, the TeamTalk board commissioned a strategic review
and appointed a new CEO and CFO, but to date that strategy has not delivered
material value to TeamTalk’s shareholders.
>>
This Offer allows TeamTalk Shareholders who have held shares over that period
the opportunity to make up some of this underperformance.
2.
Examples of earnings
downgrades and
other negative
announcements include:
7TH JUNE 2013:
FY13 update – 2013 full year
earnings expectations reduced.
26TH FEBRUARY 2014:
1H14 results released – future
dividend payments reduced.
27TH AUGUST 2014
FY14 results released – Farmside
write-down.
23RD JANUARY 2015
Profit downgrade – profit
expectations revised down
on expectations and the
prior period, cash generation
weaker, debt higher.
13TH APRIL 2016
Managing Director, David Ware,
resigns.
10TH JUNE 2016
Earnings downgrade – negative
impact on financial results
of several million dollars of
additional capital expenditure,
customer equipment write-
downs, results below
expectations with second
half EBITDA down on first half,
non-cash charges and write-offs
mean that reported earnings for
the second half will be negative,
dividend suspended.
20
40
60
80
100
120
140
160
180
Feb 14Aug 14Feb 15Aug 15Feb 16Aug 16Feb 17
TOTAL RETURN
(Rebased to 100)
TTK TSR – rebased to 100NZX50 TSR – rebased to 100
Total shareholder return (TSR)
9
from investing in TeamTalk shares vs the
NZX50 gross return index over the last three years
8. Total shareholder return (TSR)
incorporates returns from both share
price movements and reinvested
cash dividends. Consistent with
the NZX50 gross return index
calculation methodology, cash
dividends are assumed to be
reinvested after market close on
the ex-dividend date (dividend
imputation credits are not included
in the gross return calculation).
9. See footnote (8) above.
NZX50 gross index TSR
(last 3 years): positive 46.3%
TeamTalk TSR (last 3 years):
negative 72.2%
Page 7 | TEAMTALK FULL TAKEOVER OFFER

Why you should accept this Offer
TEAMTALK FACES A NUMBER OF BUSINESS
CHANGES AND CHALLENGES, WHICH REPRESENT
SUBSTANTIAL NEAR-TERM UNCERTAINTY, AND
ARE LIKELY TO HAVE A NEGATIVE IMPACT ON
THE FINANCIAL PERFORMANCE OF THE BUSINESS.
>>
Migration to RBI / upgraded satellite services: TeamTalk has faced a significant
challenge from the Government’s “Rural Broadband Initiative” ("RBI") – a
Government program to ensure rural New Zealanders have access to faster
and more reliable internet access. This has created competition for TeamTalk’s
Farmside satellite broadband product, impacting Farmside's financial performance.
• RBI solutions offer faster speeds and have a lower capital cost, and as such,
TeamTalk has been forced to migrate customers to RBI solutions.
• The effect of each customer migration is a decline in TeamTalk’s revenue,
capital expenditure incurred, and a write-off of any remaining value in its
satellite installation.
• For context, Farmside EBITDA decreased from NZ$2.5m in FY15 to NZ$1.4m
in FY16, and TeamTalk recognised a NZ$1.8m impairment of fixed assets and
inventory and a NZ$1.0m impairment of goodwill in FY16.
• Further cost, capital expenditure and impairments are expected as TeamTalk
continues to migrate customers to RBI and begins migration to a new alternative
satellite supplier. The timing and magnitude of these costs are uncertain and
have not been articulated by the company. This is likely to negatively impact
TeamTalk’s future value.
>>
Migration of parts of TeamTalk’s Wellington fibre network: TeamTalk has stated
that CityLink will need to migrate parts of its Wellington fibre network off the city’s
trolley bus infrastructure (as that part of Wellington’s transport network will be
replaced over the next few years).
• TeamTalk has indicated this will be a “major, multi-million dollar undertaking”,
but, again, the timing and magnitude of the financial impact on TeamTalk has
not been articulated. This is likely to negatively impact TeamTalk’s future value.
3.
Page 8 | TEAMTALK FULL TAKEOVER OFFER

THE OFFER CONSIDERATION IS ALL CASH FOR
100% OF YOUR SHARES AND REPRESENTS AN
ATTRACTIVE OPPORTUNITY TO SELL.
>>
The consideration offered to TeamTalk shareholders is 100% cash, and Spark’s Offer
is for all of your TeamTalk shares.
>>
If you accept the Offer and the Offer becomes unconditional, you will be paid the
consideration for your TeamTalk shares in New Zealand dollars no later than seven
days after the latest of the date on which your acceptance is received, the closing
date and the date on which the Offer is declared unconditional. The Offer provides
you the ability to sell your shareholding in TeamTalk at an attractive price. TeamTalk’s
lack of liquidity means that, should you wish to sell your TeamTalk shares on-market
at any point, you may struggle to find a buyer at the price you wish to sell.
• For a number of years there has been limited liquidity in TeamTalk shares. In the
12 months up to and including 3/2/2017, there was an average of 21,630
10
shares
traded per day (representing 0.10% of TeamTalk’s current free float shares
outstanding
11
and an average daily trading value of NZ$11,882)
12
.
>>
You will not incur any brokerage costs in relation to the sale of your TeamTalk shares
under the Offer.
SPARK’S OFFER IS CURRENTLY THE ONLY OFFER
AVAILABLE TO SHAREHOLDERS, AND IN THE
ABSENCE OF THIS OFFER, THE TEAMTALK SHARE
PRICE IS LIKELY TO TRADE AT A MATERIAL
DISCOUNT TO THE OFFER PRICE.
>>
Spark believes that no other competing offer is likely to be forthcoming given
the absence of any other offers during a prolonged period of underperformance
by TeamTalk, as evidenced by the 78.0% decline in TeamTalk’s share price over the
past three years.
>>
Should the Offer not proceed, Spark believes that it is likely that the TeamTalk share
price will trade materially below the Offer price. The last time the TeamTalk share
price was at or above $0.80 was 24/09/2015 and it has consistently been below
$0.80 since that date.
4.
5.
10. Source: IRESS.
11. Source: IRESS, Thomson Reuters
EIKON.
12. Source: IRESS.
Page 9 | TEAMTALK FULL TAKEOVER OFFER

How to accept the Offer
CLOSING TIME
The Offer is scheduled to close at 11.59 pm on
22 April 2017 (unless extended in accordance with
the Takeovers Code).
If you wish to ACCEPT the Offer you must ensure that
your Acceptance Form is received by Spark before
the Closing Time.
HOW TO ACCEPT
To ACCEPT the Offer by Spark, you should complete the
Acceptance Form enclosed with this Offer Document
in accordance with the instructions set out on that form
and then return that form in the reply paid envelope
provided or to the address set out below.
ADDRESS FOR
ACCEPTANCE
You should deliver or mail the completed Acceptance
Form in the enclosed reply paid envelope to Spark at
the following address:
POST
Spark New Zealand Trading Limited
c/- Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand
DELIVERY
Spark New Zealand Trading Limited
c/- Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
New Zealand
FACSIMILE
You may also fax your completed Acceptance Form
to Spark at:
Spark New Zealand Trading Limited
c/- Link Market Services Limited
(09) 375 5990
EMAIL
You may also scan and email your completed
Acceptance Form to Spark at:
Spark New Zealand Trading Limited
c/- Link Market Services Limited
SparkOffer@linkmarketservices.co.nz
Page 10 | TEAMTALK FULL TAKEOVER OFFER

IMPORTANT
ACCEPTANCES MUST BE RECEIVED BY OR
POST MARKED NOT LATER THAN 11.59 PM ON
22 APRIL 2017 (unless the Offer Period is extended
in accordance with the Takeovers Code).
IF YOU HAVE SOLD
ALL YOUR
TEAMTALK SHARES
If you have sold all of your TeamTalk Shares, please send
this Offer Document and all enclosures (including the
Acceptance Form) immediately to the new TeamTalk
Shareholder or agent (e.g., the broker through whom
the sale was made) requesting that they be forwarded
to the new TeamTalk Shareholder.
IF YOU HAVE SOLD
SOME OF YOUR
TEAMTALK SHARES
If you have sold some of your TeamTalk Shares and wish
to ACCEPT the Offer in respect of the TeamTalk Shares
you have retained, please alter the total holding printed
on the Acceptance Form to the number of TeamTalk
Shares which you have retained, initial the change and
forward the amended Acceptance Form in the reply
paid envelope supplied to Spark.
You may also fax or scan and email your amended
Acceptance Form to Spark New Zealand Trading Limited,
c/- Link Market Services Limited on +64 9 375 5990 or
SparkOffer@linkmarketservices.co.nz.
Upon receipt of the amended Acceptance Form,
Spark will re-calculate the amount of cash to which
you are entitled to reflect the number of TeamTalk
Shares for which you have accepted the Offer.
Please also advise the purchaser(s) of your TeamTalk
Shares, or request the broker through whom you
made the sale to advise the purchaser(s) of your
TeamTalk Shares, of the Offer and that copies of
this Offer Document are available from Link Market
Services Limited.
IF YOU HAVE LOST YOUR
ACCEPTANCE FORM OR
IF YOU HAVE ANY OTHER
QUESTIONS IN RELATION
TO THE OFFER
If you have lost your Acceptance Form or if you have any
other questions in relation to the Offer, please contact
Link Market Services Limited on (09) 375 5998 or email
SparkOffer@linkmarketservices.co.nz
Page 11 | TEAMTALK FULL TAKEOVER OFFER

Terms and conditions
of the Offer
Full offer by Spark New Zealand Trading Limited to purchase
all of the ordinary shares in TeamTalk Limited.
Date of Offer: 9 March 2017
1. THE OFFER
1.1 TeamTalk Shares
Spark New Zealand Trading Limited ("Spark") offers
to acquire, on the terms and conditions set out in this
Offer Document, all of the fully paid ordinary shares
in TeamTalk Limited ("TeamTalk") (all such shares
are referred to in this Offer Document as the
"TeamTalk Shares").
1.2 Offer Period
The Offer will remain open for acceptance for the period
from the date of the Offer until and including the Closing
Time of 11.59 pm on 22 April 2017 (the "Offer Period")
unless the Offer is withdrawn in accordance with the
Takeovers Code and every person is released from every
obligation incurred under the terms of it, or it lapses
in accordance with its terms. Spark may extend the Offer
Period, subject to the provisions of the Takeovers Code.
The date the Offer expires is referred to in this Offer
Document as the "Closing Time".
1.3 Persons who may accept
The Offer is open for acceptance by any person
who holds TeamTalk Shares, whether acquired before
or on or after the date of the Offer, upon production
of satisfactory evidence of such person's entitlement
to those TeamTalk Shares.
1.4 Acceptance Form
The enclosed Acceptance Form comprises part of
the terms of the Offer.
1.5 Terms and Conditions of Offer
The Offer is also made subject to the further terms
and conditions set out in clauses 2 to 8 below and
to the Takeovers Code.
2. CONSIDERATION
2.1 The consideration offered for each TeamTalk Share is
$0.80 in cash (subject to any adjustment in accordance
with clauses 5.1 to 5.4).
2.2 The consideration for the Offer will be paid by Spark
by cheque sent by ordinary mail or paid by electronic
transfer to TeamTalk Shareholders whose TeamTalk
Shares are taken up under the Offer not later than
seven days after the later of:
(a) the date the Offer becomes unconditional;
(b) the date on which an acceptance is received
by Spark; or
(c) 22 April 2017.
Accepting TeamTalk Shareholders may elect
their preferred method of payment on the
Acceptance Form.
2.3 If the consideration for the Offer is not sent within
the period specified in clause 2.2 to any TeamTalk
Shareholder whose TeamTalk Shares are taken up under
the Offer, that TeamTalk Shareholder may withdraw his
or her acceptance of the Offer by giving notice in writing
to Spark, provided that such TeamTalk Shareholder
has first given Spark seven days' written notice of that
person's intention to do so. This right to withdraw
acceptance of the Offer will not apply if the TeamTalk
Shareholder receives the consideration during the seven
day notice period referred to in the previous sentence.
3. HOW TO ACCEPT THE OFFER
3.1 If you wish to accept the Offer, you need only:
(a) complete the enclosed Acceptance Form in
accordance with the instructions set out on
that Acceptance Form; and
(b) return the completed Acceptance Form in the
enclosed reply paid envelope as soon as possible,
but in any event so as to be received by Spark by,
or post-marked not later than, the Closing Time.
If the reply paid envelope has been mislaid,
please post your completed acceptance form to:
Spark New Zealand Trading Limited
c/- Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand
You may also fax your completed Acceptance Form
to Spark, c/- Link Market Services Limited on
(09) 375 5990 or email a scanned copy to
SparkOffer@linkmarketservices.co.nz
No acknowledgement of the receipt of the acceptances
of the Offer will be issued by, or on behalf of, Spark.
3.2 Spark may, in its sole discretion, treat any Acceptance
Form as valid notwithstanding that it does not comply
with this clause 3, and may, in its sole discretion, rectify
any errors in, or omissions from, any Acceptance Form
to enable that form to constitute a valid acceptance
of the Offer and to facilitate registration of the transfer of
the relevant TeamTalk Shares. Spark may, in its discretion,
allow for acceptance in any other manner it wishes.
3.3 Acceptance of the Offer by a TeamTalk Shareholder
(each such person an "Acceptor") constitutes a contract
between that Acceptor and Spark on the terms and
subject to the conditions of the Offer. Other than in
the circumstances set out in clause 2.3 and clause 3.4,
acceptances of the Offer are irrevocable and you may
not withdraw your acceptance during the time the Offer
is open for acceptance, whether or not there has been
any variation of the Offer in accordance with the
Takeovers Code.
Page 12 | TEAMTALK FULL TAKEOVER OFFER

3.4 Spark shall be released from its obligations under the
Offer, and arising from acceptance of the Offer, if:
(a) the Offer is withdrawn with the consent of the
Takeovers Panel; or
(b) the Offer lapses as a result of any condition
contained in the Offer not being satisfied or
waived by the date specified as the latest date
for satisfaction of that Condition or in the
circumstances referred to in clause 4.8.
3.5 Legal and beneficial ownership, and title, to the TeamTalk
Shares which are the subject of an acceptance of the Offer
shall pass to Spark, and the registration of the transfer of
those TeamTalk Shares shall take place, contemporaneously
with the consideration for such TeamTalk Shares being
sent in accordance with clause 2.2.
3.6 Spark may choose to engage the services of one
or more Primary Market Participants (in terms of the
NZX Participant Rules) or other financial advisory firms
("Brokers") to contact holders of TeamTalk Shares and
receive acceptance forms for TeamTalk Shares. If Spark
chooses to do this, the key terms of engagement will
be as follows:
(a) for each completed and valid Acceptance Form
procured by a Broker, Spark may pay to that Broker
a handling or procurement fee in respect of the
TeamTalk Shares the subject of the Acceptance Form
("Procurement Fee"). The amount of the Procurement
Fee will be 2.00% of the consideration payable
by Spark under this Offer to the relevant Acceptor
in respect of the Acceptance Form received.
The Procurement Fee will be subject to a minimum
amount of $50 and a maximum amount of $750 for
a single Acceptance Form inclusive of GST, if any;
(b) the Broker will be paid, and receive, the Procurement
Fee solely in connection with its services to Spark
and must not, directly or indirectly, pass any or all
of the Procurement Fee on to any Acceptor, or share
the Procurement Fee with any Acceptor;
(c) the payment of a Procurement Fee to a Broker
in respect of an Acceptance Form procured by
that Broker is in all respects conditional on the
TeamTalk Shares, which are the subject of that
Acceptance Form, being validly transferred to Spark.
No Procurement Fees will be payable if this Offer
is not declared unconditional by Spark. In addition,
the Acceptance Form must be delivered to Spark in
accordance with clause 7 and, unless Spark in its sole
discretion determines otherwise, must be stamped
by the Broker (and only that Broker). A Procurement
Fee will not be paid in respect of TeamTalk Shares
acquired by Spark through the compulsory
acquisition provisions set out in Part 7 of the
Takeovers Code;
(d) Brokers are precluded from receipt of any
Procurement Fee in respect of TeamTalk Shares
in which they or their associates have a relevant
interest (as defined in Part 5 of the Financial Markets
Conduct Act 2013);
(e) Spark may, in determining the Procurement Fee
payable to a Broker, aggregate and/or disregard
any acceptance of this Offer procured by that Broker
if Spark believes that a party has structured holdings
of TeamTalk Shares for the purpose or with the
effect of enabling parties to take advantage of the
arrangements summarised in this clause 3.6; and
(f) Spark will determine, in its sole discretion, any
disputes relating to the payment of a Procurement
Fee. The determination of Spark will be final and
binding on all parties.
4. CONDITIONS OF THE OFFER
4.1 The Offer, and any contract arising from it, are subject to
the conditions that, during the period from and including
the Notice Date until the time that the Offer is declared
unconditional by Spark:
(a) no dividends, bonus issues or other payments or
distributions (within the meaning of the Companies
Act 1993) of any nature whatsoever (including,
without limitation, any share buyback, redemption
or cancellation or any other form of capital reduction)
have been or are declared, paid, or made upon or
in respect of any of the TeamTalk Shares or any other
securities in TeamTalk or in respect of any shares
or other securities in any of TeamTalk's subsidiaries
(such subsidiaries, together with TeamTalk, the
"TeamTalk Group");
(b)
(i) no further shares, convertible shares or options
or any other securities of any description
of any member of the TeamTalk Group have
been or will be issued except pursuant to
a transaction between TeamTalk and wholly-
owned subsidiaries of TeamTalk, or between
wholly owned subsidiaries of TeamTalk (an
"Intra-Group Transaction"); and
(ii) no TeamTalk Shares nor any securities of any
member of the TeamTalk Group have been
or are reclassified, subdivided, consolidated
or bought back; and
(iii) no rights, privileges, entitlements or restrictions
attaching to the TeamTalk Shares or any securities
of any member of the TeamTalk Group have
been or are altered;
Page 13 | TEAMTALK FULL TAKEOVER OFFER

(c) the business of each member of the TeamTalk
Group is carried on in the normal and ordinary
course, consistent with past practices, including,
without limitation:
(i) neither TeamTalk nor any other member
of the TeamTalk Group:
(A) disposes of, purchases, offers, announces
a bid or tender for, transfers, leases, grants
a security interest or other security over,
grants an option or legal or equitable interest
in respect of, or otherwise deals with a legal
or equitable interest in, any share, asset,
business, interest in a joint venture, property,
entity or undertaking; or
(B) agrees, including varying any agreement,
to do any of the actions referred to in clause
4.1(c)(i)(A) for, or in respect of, a share, asset,
business, interest in a joint venture, property,
entity or undertaking,
in each case, having a value of an amount of more
than $500,000 (either by a single act or series of
related acts), except in the ordinary course of
business or pursuant to any transaction which
has been publicly announced to NZX by
TeamTalk before the Notice Date;
(ii) neither TeamTalk nor any other member of
the TeamTalk Group makes or agrees to make
any unusual or abnormal payment or enters
into, or agrees to enter into, any new contract,
commitment, liability, arrangement or agreement,
or alters, or agrees to alter, the terms of any
existing contract, commitment, liability,
arrangement or agreement providing for any
payments by the TeamTalk Group over its term,
of more than $500,000 otherwise than in the
ordinary course of business;
(iii) no member of the TeamTalk Group, or any
third party, terminates (or becomes capable
of terminating), varies (in any material respect),
breaches or otherwise does not perform (in any
material respect), any agreement or arrangement
which termination, variation, breach or non-
performance will have, or could reasonably be
expected to have, a Material Adverse Effect; and
(iv) no member of the TeamTalk Group enters
into any major transaction (as defined in section
129(2) of the Companies Act 1993) or undertakes
or commits to any capital expenditure over
$100,000 (in aggregate), other than in the
ordinary course of business or pursuant to
an Intra-Group Transaction;
(d) neither TeamTalk nor any other member of the
TeamTalk Group, changes, or agrees to change,
the remuneration or any other material terms of
employment of any director, officer, employee
or consultant (except for ordinary wage or salary
increases in accordance with any established
review policy) or commences the employment of
any person (except where such commencement
is for the purposes of filling a vacant position),
at a rate of remuneration in excess of $200,000
per annum;
(e) there being no alteration to the constitutional
documents of any TeamTalk Group member other
than amendments of a formal or technical (but not
substantive) nature or amendments required to
comply with the NZX Listing Rules;
(f) no liquidator, receiver, receiver and manager,
administrator (voluntary or otherwise), statutory
manager or similar official is appointed to TeamTalk,
or any other member of the TeamTalk Group,
or is appointed in relation to any of their respective
assets, and no proceedings or other action to
appoint any such party is commenced or taken;
(g) no resolution is passed for any amalgamation
or liquidation of TeamTalk or any other member
of the TeamTalk Group, and neither TeamTalk nor
any other member of the TeamTalk Group is involved
in any merger, share buyback or scheme
of arrangement, or any agreement or proposal
relating to any merger, share buyback or scheme of
arrangement is announced in respect of any of them;
(h) neither TeamTalk nor any other member of the
TeamTalk Group enters into or contracts to enter
into, or completes any transaction or arrangement
to which NZX Listing Rule 9.1 and/or NZX Listing
Rule 9.2 applies (or would apply but for the granting
of a waiver or exemption);
(i) there being no event, change, circumstance or
condition that has occurred or is publicly announced
to NZX on or after the Notice Date that has had,
or could reasonably be expected to have, a Material
Adverse Effect as compared with the position absent
the event, change, circumstance or condition;
(j) no proceedings, other than any which have been
publicly announced to NZX by TeamTalk prior to the
Notice Date (or which relate to the same or similar
subject matter to any proceedings which have been
publicly disclosed by TeamTalk before the Notice
Date), being notified, threatened or commenced
against any member of the TeamTalk Group,
involving a claim or claims together totalling
in excess of $500,000;
Terms and conditions of the Offer
Page 14 | TEAMTALK FULL TAKEOVER OFFER

(k) no assets of any member of the TeamTalk Group
and no shares, securities or interests held, controlled
or owned by any member of the TeamTalk Group,
in any company or other entity or any other
unincorporated body (which assets, shares, or other
securities or interests are or could reasonably be
expected to be material to the TeamTalk Group taken
as a whole) are, or could reasonably be, subject to
any option, forfeiture or termination, transfer, any
right of pre-emption, or any other right that could
be adverse to TeamTalk Group or Spark in the event
of any member of the TeamTalk Group becoming
a subsidiary or under the control of Spark;
(l) no event of default, potential event of default,
repayment event, prepayment event or event of
review (however described) under any agreement
or instrument to which TeamTalk or any TeamTalk
Group member is subject occurring, or will occur, as
a consequence of TeamTalk or any of its subsidiaries
becoming a subsidiary or under the control of Spark;
(m) neither TeamTalk nor any other member of the
TeamTalk Group establishing, nor entering into
any agreement or arrangement to establish, any
new business operations or facilities (whether in
New Zealand or elsewhere), other than in the
ordinary course of business consistent with the
nature, type and value of previous establishments;
(n) no member of the TeamTalk Group is, or will be,
under any obligation to make any payment or
provide any consideration exceeding in aggregate
$250,000 to any of its employees or directors solely
as a result of any member of the TeamTalk Group
becoming a subsidiary or under the control of any
other company;
(o) no board resolution or shareholders' resolution
of TeamTalk or any other member of the TeamTalk
Group being passed:
(i) to do, or to authorise the doing of, any act,
matter or circumstance referred to in
clauses 4.1(a) to (n); or
(ii) which could reasonably be expected to
give rise to any act, matter or circumstance
referred to in clauses 4.1(a) to (n);
(p) there has not occurred any event, change,
circumstance or condition of the nature referred
to in clauses 4.1(a) to (n) (ignoring, for this purpose,
any materiality or similar qualifications in those
clauses) which while not causing a failure of any
of the conditions set out in any of those clauses,
when aggregated with all other events, changes,
circumstances or conditions of any of the natures
referred to in those clauses (ignoring, for this
purpose, any materiality or similar qualifications
in those clauses) that have occurred, have an
overall impact which taken as a whole has, or
could reasonably be expected to have, a Material
Adverse Effect;
(q) TeamTalk not making any announcement or issuing
any profit or earnings guidance or warning to the
effect that EBITDA or net profit after tax of the
TeamTalk Group for either the 12 month period
ending 30 June 2017 or the six month period ending
31 December 2017 will or may reasonably be less,
by 10% or more, than EBITDA or net profit after tax of
the TeamTalk Group for the corresponding 12 month
period ended 30 June 2016 or the six month period
ended 31 December 2016, as the case may be; and
(r) there is no temporary restraining order, preliminary
or permanent injunction or other order issued by
any court of competent jurisdiction in New Zealand
or elsewhere or other legal restraint or prohibition
making implementation of this Offer, or any aspect
of it, void, unenforceable or illegal.
4.2 The Offer, and any contract arising from it, is further
conditional on:
(a) Spark receiving acceptances by no later than the
Closing Time in respect of TeamTalk Shares which
would upon the Offer being declared unconditional
and the relevant TeamTalk Shares being transferred,
result in Spark holding 90% or more of the voting
rights in TeamTalk; and
(b) if the condition in clause 4.2(a) is waived by Spark,
then (in accordance with Rule 23 of the Takeovers
Code) acceptances being received in respect of
that number of TeamTalk Shares which, when taken
together with the TeamTalk Shares already held
or controlled by Spark, confer on Spark more than
50% of the voting rights in TeamTalk.
4.3 The Offer and any contract arising from it, is further
conditional on a clearance being given, or authorisation
being granted, under the Commerce Act 1986 for Spark
to complete the acquisition of the TeamTalk Shares in
accordance with the Offer.
4.4 Each of the Conditions set out in clauses 4.1(a) to 4.1(r),
4.2(a), 4.2(b) and 4.3 is a separate condition subsequent,
and acceptance of the Offer by each Acceptor shall
constitute a contract between that Acceptor and Spark,
subject to the Conditions. The Offer will only proceed
if all Conditions in clauses 4.1(a) to 4.1(r), 4.2(a), 4.2(b)
and 4.3 are satisfied or, if capable of waiver, waived.
Page 15 | TEAMTALK FULL TAKEOVER OFFER

4.5 The Conditions set out in clauses 4.1(a) to 4.1(r), 4.2(a),
4.2(b) and 4.3 have been inserted for the benefit of Spark
and may, to the extent they are capable of being waived
and to the extent permitted under the Takeovers Code or
other relevant law, be waived in whole or in part by Spark
at its absolute discretion. Any waiver or consent given by
Spark in respect of any matter or thing shall apply only
in accordance with its terms and shall not constitute a
consent or waiver in respect of any similar matter or thing.
4.6 To the extent required by the Takeovers Code, where
any Condition set out in clause 4.1 and 4.3 requires
a determination as to whether a matter is or could
reasonably be expected to be material or not, is usual
or not, is unusual or not, is adverse or not, is normal
or not, is in the ordinary course of business or not,
is consistent or not, is of a formal or technical nature
or not, is significant or not, or any similar determination
required in relation to any such condition, before the
condition may be invoked, such determination must be
made by a suitably qualified expert appointed by Spark
who is independent of, and not an associate of, Spark.
4.7 Immediately following all Conditions being satisfied
or waived (to the extent capable of being waived) in
accordance with the terms of the Offer, Spark will:
(a) declare the Offer unconditional; and
(b) provide written notice that the Offer is unconditional
to TeamTalk, the Takeovers Panel and NZX.
4.8 In accordance with the Takeovers Code, the date by
which the Offer is to become unconditional must not
be later than 30 days after the Closing Time. The latest
date by which the Offer is to become unconditional is
11.59 pm on 22 May 2017 (the "Condition Date"), but
this date may change if the Closing Time is extended
as permitted by the Takeovers Code. If the Offer
does not become unconditional, it will lapse and all
Acceptance Forms received by Spark will be destroyed.
4.9 Notwithstanding any other term of the Offer, Spark may
not allow the Offer to lapse:
(a) in unreasonable reliance on a condition of the
Offer; or
(b) in reliance on a condition that restricts TeamTalk
Group's activities in the ordinary course of
TeamTalk's business during the period that begins
on the Notice Date and ends on the Condition Date.
5. CHANGE OF CIRCUMSTANCES
5.1 If, on or after the Notice Date, TeamTalk declares or pays
any dividend or makes any other distribution of whatever
nature whatsoever to the TeamTalk Shareholders (and the
condition contained in clause 4.1(a) is waived by Spark),
Acceptors will be bound to pay to Spark an amount
equivalent to such dividend or the value of such other
distribution or, at the option of Spark, the price which
would otherwise have been paid to each Acceptor will
be reduced by an amount equivalent to such dividend
or the value of such other distribution.
5.2 If, on or after the Notice Date, TeamTalk makes any issue
of shares or convertible shares or other securities or
grants any other rights or interests to the TeamTalk
Shareholders by way of bonus issue (and the condition
contained in clause 4.1(b)(i) or (iii) is waived by Spark),
TeamTalk Shareholders accepting the Offer will be bound
to transfer such shares or convertible shares, other
securities or other rights and interests to Spark and the
consideration per TeamTalk Share provided for under
clause 2 will be reduced to take account of such issue.
5.3 If all or any of the TeamTalk Shares are consolidated or
subdivided on or after the Notice Date (and the condition
contained in clause 4.1(b)(ii) is waived by Spark), then
the Offer will be interpreted to take into account such
consolidation or subdivision and will be deemed to
be for the shares resulting from such consolidation or
subdivision and the consideration per TeamTalk Share
provided for under clause 2 will be increased or reduced,
as the case may require, in proportion to such consolidation
or subdivision, and TeamTalk Shareholders will be bound
to transfer such consolidated or subdivided TeamTalk
Shares to Spark on the basis of the consideration per
share so increased or reduced.
5.4 If TeamTalk makes any issue of shares to any person on
or after the Notice Date other than by way of bonus issue
(and the condition contained in clause 4.1(b)(i) is waived
by Spark), then the Offer will be deemed to extend to
and include such shares and the consideration payable
for them will be as provided in clause 2.
6. NOTICES
6.1 Notice to TeamTalk, the Takeovers Panel and NZX:
(a) declaring the Offer unconditional; or
(b) advising that the Offer is withdrawn in accordance
with the Takeovers Code or has lapsed in accordance
with its terms,
in each case, will be deemed to be notice to all TeamTalk
Shareholders and will be deemed to be given on the day
of notification to NZX.
6.2 Notice of any variation of the Offer will be sent to each
TeamTalk Shareholder, TeamTalk, the Takeovers Panel and
NZX in accordance with the Takeovers Code unless (and
to the extent that) such notice is not required to be given
under the Takeovers Code.
Terms and conditions of the Offer
Page 16 | TEAMTALK FULL TAKEOVER OFFER

7. METHOD OF SETTLEMENT
7.1 No acknowledgement of the receipt of acceptances of
the Offer will be issued.
7.2 If you accept the Offer and:
(a) the Offer is declared unconditional by Spark; and
(b) your Acceptance Form is in order (or in Spark's
discretion, is treated as valid or is rectified in
accordance with clause 3.2),
depending on your election as to the method of
payment, either a cheque for the cash amount payable
to you will be posted to you by ordinary mail to the
address contained in your Acceptance Form or the cash
amount will be electronically transferred to your bank
account identified in your Acceptance Form, by the date
specified in clause 2.2.
7.3 If the Offer does not become unconditional, the Offer
will lapse.
7.4 By completing the Acceptance Form and accepting the
Offer you will be deemed to:
(a) represent and warrant to Spark that title to each
of your TeamTalk Shares (and to all other shares
referred to in clauses 5.2 to 5.4) will be transferred
to Spark free of all security interests, charges, liens,
mortgages, encumbrances and adverse interests
and claims of any kind, but together with all rights
attaching to them, including the right to all dividends
and other distributions arising after or by reference
to a date occurring on or after the Notice Date;
(b) represent and warrant to Spark that you will have full
power and capacity to sell and transfer the TeamTalk
Shares (and all other shares referred to in clauses 5.2
to 5.4 on the date of settlement of the Offer);
(c) authorise Spark to effect any rectification of any
Acceptance Form in the manner contemplated
in clause 3.2; and
(d) authorise Spark to advise TeamTalk and/or its share
registrar of the details of your acceptance of the
Offer and to note that acceptance in the TeamTalk
share register.
7.5 Each Acceptor:
(a) will not, and will not attempt to, sell, transfer, dispose
of (or agree to do any of those things), any or all of
the TeamTalk Shares in respect of which the Acceptor
has accepted this Offer (other than for acceptance of
the Offer itself); and
(b) irrevocably authorises Spark to instruct TeamTalk and
its share registrar to refuse, during the Offer Period,
to register any transfer of any or all of the TeamTalk
Shares in respect of which the Acceptor has accepted
this Offer, except for transfers pursuant to this Offer.
7.6 All cheques, electronic funds transfers, Acceptance Forms
and other documents to be delivered, sent by or transferred
to a holder of TeamTalk Shares will be delivered, sent by
or transferred to that holder at that holder's own risk.
8. MISCELLANEOUS
8.1 The following terms have the following meanings when
used in this Offer Document (including the Appendix)
unless the context otherwise requires:
Acceptance Form means the acceptance and transfer
form relating to TeamTalk Shares that is enclosed with
and forms part of this Offer Document;
Acceptor has the meaning given to that term in clause 3.3
of this Offer Document;
Business Day means a day on which registered banks are
open for business in Auckland, New Zealand;
Closing Time means 11.59 pm on 22 April 2017 or such
date to which the Offer Period is extended in accordance
with the Takeovers Code;
Companies Act means the Companies Act 1993;
Condition Date means 11.59 pm on 22 May 2017, but
this date may change (as permitted by the Takeovers
Code) if the Closing Time is extended as permitted by
the Takeovers Code;
Conditions means the conditions to the Offer set out in
clauses 4.1, 4.2 and 4.3 of this Offer Document;
EBITDA means earnings before income, tax, depreciation
and amortisation of the TeamTalk Group;
TeamTalk Board means the board of directors of TeamTalk;
TeamTalk Group has the meaning given to that term in
clause 4.1(a);
TeamTalk Shareholder means a holder of TeamTalk Shares;
TeamTalk Shares means all of the fully paid ordinary
shares in TeamTalk;
Independent Adviser's Report means an independent
adviser's report prepared in relation to the merits of
the Offer pursuant to Rule 21 of the Takeovers Code;
Material Adverse Effect means a material adverse effect
on the financial position, trading operations or prospects
or assets of the TeamTalk Group;
Notice Date means 7 February 2017, being the date
on which Spark served or caused to be served on
TeamTalk a notice in writing pursuant to Rule 41 of the 
Takeovers Code;
NZX Listing Rules means the Main Board and Debt
Market Listing Rules made by NZX from time to time;
NZX means NZX Limited;
Offer means the offer for the TeamTalk Shares, set out
in this Offer Document;
Page 17 | TEAMTALK FULL TAKEOVER OFFER

Offer Document means this offer document dated
9 March 2017;
Offer Period has the meaning set out in clause 1.2
of this Offer Document;
Registrar means the Registrar of Companies under
the Companies Act;
Takeovers Code means the takeovers code recorded in
the Takeovers Code Approval Order 2000 (SR 2000/210)
as consolidated, amended, re-enacted or replaced from
time to time and as varied by any applicable exemption
granted by the Takeovers Panel; and
Takeovers Panel means the takeovers panel established
by the Takeovers Act 1993.
8.2 In this Offer Document:
(a) Except if expressly defined in this document,
or except where the context requires otherwise,
terms defined in the Takeovers Code shall have
the same meaning in this Offer Document.
(b) All sums of money referred to in the Offer are
in New Zealand currency.
(c) The Offer and any contract arising from it shall
be governed by and construed in accordance
with the laws of New Zealand.
(d) All references to statutes are references to
New Zealand legislation unless otherwise stated.
(e) All times referred to in the Offer are New Zealand
times unless otherwise stated.
(f) The singular includes the plural and vice versa
unless the context otherwise requires.
(g) The provisions set out in the Acceptance Form
form part of the Offer.
(h) Where the consideration payable to an Acceptor
results in a fractional number of cents, the
consideration shall be rounded down to the
nearest whole number.
(i) All references to "subsidiaries" have the meaning
given to that term in section 5 of the Companies Act
wherever they are incorporated.
(j) Headings are for convenience only and do not
affect the interpretation of the Offer or any
Acceptance Form.
8.3 If there is an inconsistency between the terms and
conditions of the Offer and the provisions of (or the
application of the provisions of) the Takeovers Act 1993
or the Takeovers Code, the provisions of (or the
application of the provisions of) the Takeovers Act 1993
or the Takeovers Code (as the case may be) will prevail.
Terms and conditions of the Offer
Page 18 | TEAMTALK FULL TAKEOVER OFFER

Appendix 1:
Information required by Schedule 1 to the Takeovers Code
The information required by Schedule 1 to the Takeovers Code,
to the extent not stated elsewhere in this Offer Document, is set
out below:
1. DATE
The Offer is dated 9 March 2017.
2. OFFEROR AND ITS DIRECTORS
The name of the offeror is Spark New Zealand Trading
Limited ("Spark"). Its registered office is:
Level 2
Spark City
167 Victoria Street West
Auckland
New Zealand
Directors of Spark:
Claire Barber
Harry Beder
David Chalmers
David Havercroft
Jolie Hodson
Edward Hyde
Jason Paris
3. NAME OF TARGET COMPANY
The target company is TeamTalk Limited.
4. ADVICE STATEMENT
The advice statement required under clause 4 of
Schedule 1 to the Takeovers Code is set out on the
cover page of this Offer Document.
5. OFFER TERMS
The terms and conditions of the Offer are set out on
pages 12 to 18 of this Offer Document.
6. OWNERSHIP OF EQUITY SHARES OF TEAMTALK
None of the persons referred to in (a) to (e) below holds
or controls equity securities in TeamTalk:
(a) Spark;
(b) any related company of Spark;
(c) any person acting jointly or in concert with Spark;
(d) any director of any of the persons described in
paragraphs (a) to (c) above; and
(e) any other person holding or controlling 5% or more
of the class, to the knowledge of Spark.
7. TRADING IN TEAMTALK EQUITY SECURITIES
None of the persons referred to in sub-paragraphs (a) to
(e) of paragraph 6 above have acquired or disposed of
any equity securities in TeamTalk during the six-month
period before the Notice Date.
8. AGREEMENTS TO ACCEPT OFFER
No person has agreed conditionally or unconditionally
to accept the Offer as at the date of this Offer Document.
9. ARRANGEMENTS TO PAY CONSIDERATION
Spark confirms that resources will be available to it
sufficient to meet the consideration to be provided
on full acceptance of the Offer and to pay any debts
incurred in connection with the Offer (including debts
arising under Rule 49 of the Takeovers Code).
A statement setting out the rights of each offeree under
Rule 34 of the Takeovers Code, to withdraw acceptances
for non-payment by Spark of the consideration, is set out
in clause 2.3 of the Terms and Conditions of the Offer.
10. ARRANGEMENTS BETWEEN SPARK
AND TEAMTALK
As at the Notice Date, no agreement, arrangement
(whether legally enforceable or not) has been made,
or is proposed to be made, between Spark (or any
associate of Spark) and TeamTalk or any related company
of TeamTalk in connection with, in anticipation of, or in
response to the Offer.
11. ARRANGEMENTS BETWEEN SPARK, AND
DIRECTORS AND OFFICERS OF TEAMTALK
As at the Notice Date no agreements or arrangements
(whether legally enforceable or not) have been made,
or are proposed to be made, between Spark or any of
its associates and any of the directors or senior officers
of TeamTalk or of any related company of TeamTalk
(including any payment or other benefit proposed to
be made or given by way of compensation for loss of
office, or as to their remaining in or retiring from office)
in connection with, in anticipation of, or in response to,
the Offer.
12. FINANCIAL ASSISTANCE
TeamTalk will not be required to give any financial
assistance for the purposes of, or in connection with,
the Offer unless Spark acquires all of the TeamTalk Shares
and TeamTalk becomes a wholly-owned subsidiary of
Spark. If Spark acquires all of the TeamTalk Shares and
TeamTalk becomes a wholly-owned subsidiary of Spark,
TeamTalk (and some or all of its subsidiaries) will give
a guarantee for the purposes of guaranteeing
indebtedness of Spark and certain of its subsidiaries,
including Spark Finance Limited. No other agreement
or arrangement has been made, or is proposed to be
made, under which TeamTalk or any related company
of TeamTalk will give (directly or indirectly) financial
assistance for the purposes of, or in connection with,
the Offer.
Page 19 | TEAMTALK FULL TAKEOVER OFFER

13. INTENTIONS ABOUT MATERIAL CHANGES
TO TEAMTALK
(a) If Spark becomes entitled to invoke the compulsory
acquisition provisions of the Takeovers Code,
it intends to compulsorily acquire all the outstanding
TeamTalk Shares and apply for TeamTalk to be
de-listed from the NZX Main Board.
(b) If Spark does not receive sufficient acceptances
under the Offer to enable the compulsory acquisition
provisions of the Takeovers Code to be invoked,
but nevertheless declares the Offer unconditional,
Spark will seek appropriate representation on the
TeamTalk Board and will participate in decisions
relating to TeamTalk, and its future, through the
TeamTalk Board.
(c) Spark's intentions about material changes to the
business activities or material assets of TeamTalk are:
(i) to conduct a strategic integration review and
assessment of the TeamTalk business with the
likely intention of implementing synergy and
cost out initiatives; and
(ii) to focus on growing TeamTalk’s business,
leveraging Spark’s unique capabilities and
sector expertise.
(d) Based on the strategic review of the business,
Spark may consider divestments and/or changes
to the structure of or capital structure of TeamTalk
(including changes to TeamTalk's dividend policy,
raising additional capital and/or taking on debt).
(e) If Spark does not receive sufficient acceptances
under the Offer to enable the compulsory acquisition
provisions of the Takeovers Code to be invoked,
but nevertheless declares the Offer unconditional,
the extent to which Spark will be able to implement
its intentions as described above in relation to the
TeamTalk Group will be subject to:
(i) the outcome of the Offer and the size of
Spark's shareholding at that time;
(ii) limitations or restrictions contained in the
Companies Act and the NZX Listing Rules,
in particular in relation to related party
transactions and conflicts of interests; and
(iii) the legal obligations and duties of the directors
and officers of TeamTalk.
(f) The foregoing statements of intention represent
Spark's current intentions in relation to TeamTalk's
business are based on information that has been
publicly released by TeamTalk and is known to Spark
at the time of preparation of this Offer Document.
Spark reserves the right to take any other action or
pursue any other strategy in relation to TeamTalk's
business depending on the business and economic
environment and any other relevant circumstances
applicable post acquisition.
(g) Spark has not had the opportunity to conduct a
standard due diligence process in relation to the
TeamTalk Group and does not, at this time, have
access to the detailed information concerning the
TeamTalk Group that would be required to make
a final determination regarding its intentions for
the TeamTalk Group. Spark requests that TeamTalk
permit Spark to undertake sufficient due diligence
of selected TeamTalk information. Spark expects
that this information would be provided under
confidentiality arrangements with TeamTalk. Only
upon completion of the Offer and a detailed review
of the TeamTalk Group, and in light of all material
facts and circumstances, will Spark finally determine
its intentions for the TeamTalk Group and will take
the action it considers desirable to achieve
appropriate integration and synergies.
(h) The statements made by Spark in this paragraph 13
are consistent with information that has been given
by Spark to any regulatory body (in New Zealand or
in an overseas jurisdiction) in relation to the Offer.
14. PRE-EMPTION CLAUSES IN THE CONSTITUTION
OF TEAMTALK
As at the Notice Date there is no restriction on the right
to transfer equity securities to which the Offer relates
contained in the constitution of TeamTalk which has the
effect of requiring the holders of the securities to offer
the securities for purchase to shareholders of TeamTalk
or to any other person before transferring the securities.
15. NO ESCALATION CLAUSE
As at the Notice Date there is no agreement or
arrangement (whether legally enforceable or not)
under which:
(a) any existing holder of equity securities in TeamTalk
will or may receive in relation to, or as a consequence
of, the Offer any additional consideration or other
benefit over and above the consideration set out in
the Offer; or
(b) any prior holder of equity securities in TeamTalk will
or may receive any consideration or other benefit as
a consequence of the Offer.
Appendix 1: Information required by Schedule 1 to the Takeovers Code
Page 20 | TEAMTALK FULL TAKEOVER OFFER

16. CLASSES OF SECURITIES
No report is required under Rule 22 of the Takeovers
Code (which, if the offer is for more than one class of
financial products, requires a report by an independent
adviser on the fairness and reasonableness of the
consideration and terms of the offer as between
different classes of financial products).
17. CERTIFICATE
To the best of our knowledge and belief, after making
proper enquiry, the information contained in or
accompanying the Offer Document is, in all material
respects, true and correct and not misleading, whether
by omission of any information or otherwise, and
includes all the information required to be disclosed by
Spark under the Takeovers Code.
Signed by the persons named below or their respective agents authorised in writing.
Simon Moutter
Chief Executive Officer
Spark New Zealand Trading Limited
David Chalmers
Director and Chief Financial Officer
Spark New Zealand Trading Limited

Jolie Hodson
Director
Spark New Zealand Trading Limited
David Havercroft
Director
Spark New Zealand Trading Limited
Page 21 | TEAMTALK FULL TAKEOVER OFFER

ARBN 050 611 277

PLEASE REFER TO THE INSTRUCTIONS OVERLEAF FOR DIRECTIONS
ON HOW TO COMPLETE THIS ACCEPTANCE FORM
By signing this form the Seller hereby:
(a) irrevocably:
(i) accepts the offer of Spark dated 9 March 2017 (the Offer), for the number of TeamTalk Shares stated above together
with all other TeamTalk Shares issued to or acquired by the Seller and held by the Seller (the TeamTalk Shares); and
(ii) agrees to transfer all those TeamTalk Shares to Spark, subject to the terms and conditions of the Offer;
(b) appoints TeamTalk as the Seller's attorney as set out in this form; and
(c) undertakes, warrants and authorises as set out in clauses 7.4 and 7.5 of the Offer Document.
METHOD OF PAYMENT
Payment will be made by either electronic transfer directly into your New Zealand bank account, or by cheque. Please select
a Method of Payment by ticking the appropriate box below. Note that all payments will be made in New Zealand dollars.
Method of Payment (please tick one): CHEQUE


ELECTRONIC TRANSFER

Note: If you do not select a Method of Payment, or the details that you provide are not sufficient to affect an electronic transfer,
you will be paid by cheque.
Electronic Transfer Details: Please complete the details below if you wish to be paid by electronic transfer:
Bank:


Account Name:

NZ Bank Account Number:

–––
Bank Branch Account Suffix
Daytime Phone Number:


E-mail Address:


Dated and signed the day of 2017
SIGNATURE(S)
Signature(s) for an individual/attorney/trusteeSignature(s) for a company






All Shareholders as stated on the Acceptance Form above must sign.
SHAREHOLDER ("You")
CSN / SHAREHOLDER NUMBER
NUMBER OF SHARES HELD 
IN TEAMTALK
TOTAL CONSIDERATION
(at NZ$0.80 per share)
ACCEPTANCE AND TRANSFER FORM
OFFER BY SPARK NEW ZEALAND TRADING LIMITED ("Spark")
FOR ALL OF THE SHARES IN TEAMTALK LIMITED ("TeamTalk")
SAMPLE

NOTES AND INSTRUCTIONS FOR
COMPLETION OF THIS ACCEPTANCE FORM
1 TO ACCEPT THE OFFER:
1.1 Insert the date of signing in the space provided.
Please ensure that all details on this form are correct.
Please alter this form if required.
1.2 Sign this form where marked "Your Signature(s)".
Companies must sign where marked "For A Company"
in accordance with the Companies Act 1993 or other
applicable law.
2 JOINT HOLDERS: If the TeamTalk Shares are registered in
the names of joint holders, all holders must sign the form.
3 SHARES HELD BY NOMINEES: If your TeamTalk Shares
are held through a nominee, advise your nominee that
you wish to sell all your TeamTalk Shares and instruct it to
complete, sign and return this form to Spark in accordance
with the instructions contained in it.
4 POWER OF ATTORNEY: If the form is signed under
a power of attorney, both a copy of the relevant power
of attorney must be submitted with the form and the
certificate of non-revocation printed above must be
completed by the party holding the power of attorney
and signing the form.
5 ON COMPLETION: Either mail, deliver, fax or email this
form as provided for below as soon as possible, but in any
event so as to be received by Spark or post-marked not
later than 11.59 pm on 22 April 2017, or, if the Offer Period
is extended, by the extended Closing Time.
TeamTalk Takeover offer c/- Link Market Services Limited
Mail: PO Box 91976, Auckland 1142
Delivery: Level 11, Deloitte Centre, 80 Queen Street,
Auckland, 1010
Fax: +64 9 375 5990
Scan & Email: SparkOffer@linkmarketservices.co.nz
NOTE: These offices are only open on weekdays during
normal business hours.
TeamTalk Shareholders resident outside New Zealand are
encouraged to return the Acceptance and Transfer Form
by fax or email. If the Acceptance and Transfer form is
returned by fax or email, the Seller must then either:
(i) post the original signed Acceptance and Transfer
Form (together with a copy of any relevant power
of attorney) to Spark at the address set out above; or
(ii) deliver it (together with a copy of any relevant power
of attorney) to Spark at the address set out above,
as soon as possible after faxing or emailing the Acceptance
and Transfer Form. However, as long as the scanned
Acceptance and Transfer Form has been received by
Spark by the Closing Time of the Offer, that acceptance
will remain valid notwithstanding that the original is
never received.
6 PREVIOUS SALE: If you have sold all your TeamTalk
Shares, you should immediately hand this form, together
with the Offer Document, to the purchaser or agent
through whom the sale was made, to be passed on to
the purchaser.
7 INTERPRETATION: In this form references to the singular
include the plural.
IF YOU ARE IN ANY DOUBT ABOUT
THE PROCEDURE FOR ACCEPTANCE,
PLEASE CALL LINK MARKET SERVICES
LIMITED ON +64 9 375 5998
SAMPLE

POWER OF ATTORNEY
By signing the front of this form, the Seller hereby enters into a power of attorney in favour of Spark as follows:
As from the time of beneficial ownership, and title, to my/our TeamTalk Shares passing to Spark in accordance with the terms
of the offer, I/we irrevocably authorise and appoint Spark (with power of substitution by Spark in favour of such person(s) as
Spark may appoint to act on its behalf) as my/our attorney and agent to act for me/us and to do all matters of any kind or nature
whatsoever in respect of or pertaining to the TeamTalk Shares referred to above and all rights and benefits attaching to them as
Spark may think proper and expedient and which I/we could lawfully do or cause to be done if personally acting, including the
transfer of shares to any person or persons whatsoever, the appointment of a proxy or proxies for any meeting of the shareholders
of TeamTalk, attendance in person at, and voting at, such meeting, application to any court whatsoever and execution of all
documents in my/our name(s) which Spark may consider necessary for all or any of the foregoing purposes.
IF THIS ACCEPTANCE FORM IS SIGNED UNDER POWER OF ATTORNEY, THE ATTORNEY(S) SIGNING
MUST SIGN THE FOLLOWING CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY
I/WE,
(Insert name of Attorney(s) signing)
of
(Address and Occupation)
HEREBY CERTIFY:
1. THAT by a Power of Attorney dated the day of the Transferor named
and described on the attached Acceptance Form ("Donor") appointed me his/her/its/their attorney on the terms and
conditions set out in that Power of Attorney.
2. THAT I/we have executed the attached Acceptance Form as attorney under that Power of Attorney and pursuant to the powers
thereby conferred upon me/us.
3. THAT at the date hereof I/we have not received any notice or information of the revocation of that Power of Attorney by the
death (or winding up) of the Donor or otherwise.
Signed at
this day of 2017
Signature of Attorney(s)
SAMPLE

ARBN 050 611 277